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                               Bass, Berry & Sims
                             First American Center
                           Nashville, Tennessee 37238
                                                                       EXHIBIT 5


                                 June 13, 1995



Service Merchandise Company, Inc.
7100 Service Merchandise Drive
Brentwood, TN  37027

         RE:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentleman:

         We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") covering
4,990,000 shares of Common Stock, par value $.50 per share, of Service
Merchandise Company, Inc., a Tennessee corporation (the "Company"), issuable
under the Company's Amended and Restated 1989 Employee Stock Incentive Plan, as
amended through April 19, 1995 (the "Plan").

         In connection with this opinion, we have examined and relied on such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified photostatic copies.

         Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock issuable by the
Company pursuant to the Plan, when issued and delivered in the manner and on
the terms set forth in the Plan, will be validly issued, fully paid and
nonassessable.

         We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement.

                                                   Very truly yours,



                                                   /s/ Bass, Berry & Sims